On April 3, 2014, ArthroCare Corporation ("ArthroCare," "we," "us" or "our")
filed with the Securities and Exchange Commission ("SEC") a definitive proxy
statement (the "Definitive Proxy Statement"), with respect to the special
meeting of stockholders of ArthroCare to be held on May 8, 2014 in connection
with ArthroCare's proposed merger with Smith & Nephew, Inc., a Delaware
corporation ("Smith & Nephew"), Rosebud Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Smith & Nephew, and Smith & Nephew
plc, an English public limited company.

Important information concerning the special meeting and the proposed merger is
set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is
amended and supplemented by, and should be read as part of, and in conjunction
with, the information set forth in this Current Report on Form 8-K. Capitalized
terms used in this Current Report on Form 8-K but not otherwise defined herein
have the meanings ascribed to those terms in the Definitive Proxy Statement.

Settlement of Litigation

The following disclosure amends and supplements the discussion in the sections
of the Definitive Proxy Statement captioned "Summary-Legal Proceedings Relating
to the Merger" on page 15 and "The Merger-Legal Proceedings Related to the
Merger" on page 88 by deleting the paragraphs under such captions and replacing
them in their entirety with following:

"Shortly following the announcement of the merger, eight putative class action
and/or derivative lawsuits were filed in the Court of Chancery of the State of
Delaware (the "Court") by alleged stockholders of ArthroCare against various
combinations of the Company, the individual directors of the Company, Smith &
Nephew, Merger Sub, Parent HoldCo, One Equity Partners LLC, OEP, (together, with
One Equity Partners LLC, the "OEP Entities"), J.P. Morgan Securities LLC ("J.P.
Morgan Securities"), and JPMorgan Chase & Co. (together with its subsidiaries,
"JPM"). By orders entered on February 25, March 14, and March 19, 2014, the
Court consolidated these actions under the caption In re ArthroCare Corporation
Stockholder Litigation, Consol. C.A. No. 9313-VCL (the "Consolidated Action"),
and appointed co-lead plaintiffs and co-lead counsel.

On March 18, 2014, co-lead plaintiffs filed a Verified Consolidated Class Action
and Derivative Complaint (the "Complaint") in the Consolidated Action. The
Complaint generally alleges, among other things, that the directors of the
Company breached their fiduciary duties to the Company's stockholders and that
Smith & Nephew, Merger Sub, Parent HoldCo, the OEP Entities, J.P. Morgan
Securities, and JPMorgan Chase & Co. aided and abetted these fiduciary breaches.
In support of these claims, the lawsuits generally allege, among other things,
that the merger consideration undervalues the Company, that the sales process
leading up to the merger was flawed and influenced by conflicts of interest,
that JPM, J.P. Morgan Securities, and the OEP Entities facilitated the sale of
the Company to Smith & Nephew in order to facilitate OEP's exit from its
investment in the Company, assist OEP and JPM in the spinoff of OEP out of JPM,
and obtain for JPM and its affiliates fees for roles as financial advisor to
Smith & Nephew in the merger and in the transaction financing for the merger,
and that the merger agreement contains deal-protection provisions that unduly
favor Smith & Nephew and deter potential superior proposals.

The Complaint also alleges that the merger violates 8 Del C. § 203
("Section 203"). In support of this claim, the Complaint alleges that Smith &
Nephew became an owner of 15% or more of the Company's voting securities and an
interested stockholder in the Company (as those terms are defined in
Section 203) by engaging J.P. Morgan Securities and a JPM subsidiary as its
financial advisor and loan underwriter, respectively, in connection with the
merger. In light of this allegation, the Complaint further alleges that because
the merger is not subject to approval of holders of 662/3% of the Company's
outstanding shares (other than those shares deemed to be owned by Smith &
Nephew), the merger violates Section 203.

The Complaint also alleges that the merger violates, and that the Company failed
to enforce, certain standstill provisions of the August 14, 2009 Securities
Purchase Agreement, which was entered into with the Company at the time that the
OEP Entities invested in the Company, which we refer to in this proxy statement
as the OEP SPA. The Complaint further alleges that the preliminary proxy
statement filed by the Company on March 6, 2014 omits certain material
information concerning, among other things, the process leading up to the
merger, the financial interests of, and roles in the merger by, JPM and the OEP
Entities, the inputs and analyses in Piper Jaffray's fairness opinion analysis,
and the role of Goldman

Sachs & Co. The Consolidated Action seeks, among other things, a declaratory
judgment, to enjoin the merger, unspecified money damages, costs and attorneys'
and experts' fees.

On March 21, 2014, the Court scheduled a hearing for April 28-29, 2014 to hear
co-lead plaintiffs' motion to preliminarily enjoin the merger and hear, on an
expedited basis, the parties' arguments on whether Section 203 applies to the
merger.

On April 9, 2014, following expedited discovery, the parties to the Consolidated
Action reached an agreement-in-principle providing for the settlement of all of
the claims in the Consolidated Action on the terms and conditions set forth in a
memorandum of understanding (the "MOU"). Pursuant to the MOU, Smith & Nephew
agreed to pay or cause to be paid on behalf of itself and all other defendants
twelve million U.S. dollars (US$12,000,000) (the "Settlement Payment") into an
interest-bearing account established by co-lead counsel (the "Common Fund").
Co-lead counsel for plaintiffs and the class will retain an administrator (the
"Adminstrator") to oversee the administration and distribution of the Common
Fund and the Settlement Payment. The Administrator's costs and any other costs
of administering the Settlement Payment (other than the reasonable costs of
notice to class members) will be deducted from the Common Fund prior to
distribution of the Settlement Payment. Following final Court approval of the
settlement, the Administrator will distribute the Settlement Payment on a pro
rata basis to all holders of record of shares of ArthroCare common stock as of
the date the merger closes, except no such payment shall be made to any
defendant in the Consolidated Action or its respective affiliates for their own
account(s), pursuant to further terms and conditions set forth in the MOU. In
addition, pursuant to the MOU, defendants acknowledged that the pendency and
prosecution of the Consolidated Action were causal factors underlying
ArthroCare's decision to include certain supplemental disclosures in the
definitive proxy statement filed by ArthroCare with the SEC on April 3, 2014.
Plaintiffs and plaintiffs' counsel intend to petition the Court for an award of
attorneys' fees and expenses, to which defendants reserve all rights. The
parties to the Consolidated Action have agreed that any such award will not be
deducted from the Common Fund.

The MOU further provides that, among other things, (a) the parties will enter
into a definitive stipulation of settlement (the "Stipulation") and will submit
the Stipulation to the Court for review and approval; (b) the Stipulation will
provide for dismissal of the Consolidated Acton on the merits; (c) the
Stipulation will include a general release of defendants of claims relating to
the merger; and (d) the proposed settlement is conditioned on, among other
things, consummation of the merger, completion of confirmatory discovery, class
certification, and final approval by the Court after notice to ArthroCare's
stockholders.

We and the other defendants have vigorously denied, and continue vigorously to
deny, that any defendant has committed or aided and abetted in the commission of
any violation of law or engaged in any of the wrongful acts that were or could
have been alleged in the referenced lawsuits or that the merger violates
Section 203 or any other law, and expressly maintain that, to the extent
applicable, they diligently and scrupulously complied with any applicable
fiduciary and/or other legal duties and are entering into the contemplated
settlement solely to eliminate the burden and expense of further litigation, to
put the claims that were or could have been asserted to rest, and to avoid any
possible delay to the closing of the merger that might arise from further
litigation."

The following disclosure amends the discussion in the section of the Definitive
Proxy Statement captioned "Summary-Stockholders Entitled to Vote; Record Date;
Vote Required" beginning on page 2 by deleting the fifth sentence on the first
full paragraph on page 3 and replacing it in its entirety with the following:

"We believe this claim is meritless."

The following disclosure amends the discussion in the section of the Definitive
Proxy Statement captioned "ArthroCare Corporation Special Meeting-Vote Required"
beginning on page 27 by deleting the third sentence on the second full paragraph
on page 28 and replacing it in its entirety with the following:

"We believe this claim is meritless."

Additional Information and Where to Find It

In connection with the proposed merger between ArthroCare and Smith & Nephew,
ArthroCare filed with the Securities and Exchange Commission a definitive proxy
statement on April 3, 2014. ArthroCare and Smith & Nephew may file with the SEC
other relevant documents in connection with the proposed merger. Investors of
ArthroCare are urged to read the definitive proxy statement regarding the
proposed merger carefully and in its entirety and to read any other relevant
materials carefully and in their entirety when they become available because
they contain important information about ArthroCare, Smith & Nephew and the
proposed merger. Investors may obtain a free copy of the definitive proxy
statement and any other relevant materials filed by ArthroCare with the SEC at
the SEC's website at www.sec.gov, at ArthroCare's website at www.arthrocare.com
or by sending a written request to ArthroCare at 7000 W. William Cannon,
Building One, Austin, Texas 78735, Attention: General Counsel.

Participants in the Solicitation

ArthroCare and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the proposed merger. Information
regarding the directors and executive officers of ArthroCare is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2013, which was filed
with the SEC on February 13, 2014, its proxy statement for its 2013 annual
meeting of stockholders, which was filed with the SEC on April 1, 2013, and its
proxy statement for its 2013 special meeting of stockholders, which was filed
with the SEC on October 23, 2013. Additional information regarding these
individuals and any direct or indirect interests they may have in the proposed
merger is set forth in ArthroCare's definitive proxy statement for its special
stockholder meeting in connection with the proposed merger, which was filed with
the SEC on April 3, 2014.

Forward-Looking Statements

Certain statements contained in this filing may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the merger and the ability to consummate the
merger. These forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or conditions,
and include words such as "believes," "plans," "anticipates," "projects,"
"estimates," "expects," "intends," "strategy," "future," "opportunity," "may,"
"will," "should," "could," "potential," or similar expressions. Statements that
are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties. Forward-looking statements speak only as of the date
they are made, and ArthroCare undertakes no obligation to update any of them
publicly in light of new information or future events. Actual results could
differ materially from those contained in any forward-looking statement as a
result of various factors, including, without limitation: (1) ArthroCare may be
unable to obtain stockholder approval as required for the merger; (2) conditions
to the closing of the merger may not be satisfied and required regulatory
approvals may not be obtained; (3) the merger may involve unexpected costs,
liabilities or delays; (4) the business of ArthroCare may suffer as a result of
uncertainty surrounding the merger; (5) the outcome of any legal proceedings
related to the merger; (6) ArthroCare may be adversely affected by other
economic, business, and/or competitive factors; (7) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (8) the ability to recognize benefits of the merger; (9) risks
that the merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; and (10) other
risks to consummation of the merger, including the risk that the merger will not
be consummated within the expected time period or at all. If the merger is
consummated, ArthroCare stockholders will cease to have any equity interest in
ArthroCare and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of ArthroCare are
set forth in its filings with the SEC, including its Annual Report on Form 10-K
for the year ended December 31, 2013, which are available on the SEC's website
at www.sec.gov. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date thereof.